Terms

GENERAL TERMS (PARTNER/DRIVERS & RIDERS)

These Terms set forth the terms and conditions for the agreement between all Partner/Drivers (hereinafter referred to as “Driver”), Passengers (hereinafter referred to as ‘Riders’) and Holla Cab Services Limited (hereinafter referred to as ‘’Holla”) regarding usage of the Holla Partner/ Driver/ Rider’s/ Rider’s App for the purpose of providing Holla Services in Nigeria. These conditions are set forth below:

Holla may amend the Terms related to the Services from time to time. Amendments will be effective upon Holla’s posting of such updated Terms at this location or the amended policies or Supplementary terms on the applicable Service. Your continued access or use of the Services after such posting constitutes your consent to be bound by the Terms, as amended.

Our collection and use of personal information in connection with the Terms & Conditions are provided in Holla’s Privacy Policy on the website. We may provide to a claims processor or an insurer any necessary information (including your contact information) if there is a complaint, dispute or conflict, which may include an accident, involving you and a Third Party Provider (including a Driving network company driver) and such information or data is necessary to resolve the complaint, dispute or conflict.

1. DEFINITIONS

1.1. Holla is a private limited company incorporated and registered under the laws of Federal Republic of Nigeria with the Corporate Affairs Commission (CAC).

1.2. Affiliate – means an entity that is directly or indirectly under the control of Holla and who provides certain Holla Services in any Nigerian State or City.

1.3. Holla Services – services that Holla and/or its Affiliates provide you, including provision and maintenance of the Holla App and the Holla platform, client support, mediation of the payments and communication between you and the Rider or other similar support services as described in these General Terms 7 Conditions.

1.4. Holla App –In the meaning of these General Terms, Holla App refers to the Holla Partner/ Driver/ Riders App, which the Drivers use to receive and accept requests and manage Holla Services in Nigeria.

1.6. Partner and/or Driver – the person providing Holla Services via the Holla App. Please note that you may register the account either as a legal or a natural person.

1.7. General Terms – the terms and conditions provided in this document.

1.8. Agreement – any agreement between you and Holla regarding the use of the Holla App. The Agreement consists of these Terms & Conditions, Privacy Policy, Drivers Terms and other additional terms and conditions or documents referred to herein or agreed in the future between you and Holla.

1.9. License – The right to use the Holla App and the Website in accordance with the Agreement.

1.10. Website – Holla’s website located at http://holla.ng and any of its sub-domains, including the Holla Partner/ Driver/ Rider’s Portal.

1.11. Fare – the fee a Rider is obliged to pay you for provision of the Holla Services.

1.12. Holla Fee – the fee the Partners and/or Drivers are obliged to pay to Holla for the right to use the Holla App. Holla Fee consists of a fee per each Rider order you have completed.

1.13. In-App Payment – a payment made by the Rider through the Holla App for the Holla Services. The In-App Payment may be made by using any approved Nigerian Debit Card, Business, mobile Point of Sale, Cash, QR Code or any other electronic payment method enabled by Holla (Holla Pay).

1.14. Holla Partner/ Driver/ Rider’s Plug in – This is a plug in containing relevant information and documents regarding your usage of the Holla App in course of provision of Holla Services, including accounting documentation. You may access this by entering your user name and password via the link on the website or App Stores.

1.15. Holla Services – the Driving service you are providing to the Rider whose request you have accepted via the Holla App.

1.16. Corporate – Any Company registered by the Corporate Affairs Commission to carry on business in Nigeria.

2. HOW TO ENTER THE AGREEMENT

a) Before using Holla App, you must sign up with Holla by providing the requested information in the sign up application and uploading necessary documentation as required by Holla on the Website. Upon successful completion of the sign up application Holla will provide you with a personal account accessible via the user name and password that you have chosen. By clicking the “Sign up” button located at the end of the sign up application, you represent and warrant that:

• You are entitled to enter into an agreement with Holla to use the Holla App for providing Driving Service;
• You will not use the Holla App for unauthorized or unlawful purposes and impair the proper operation of the Holla App;
• You have carefully studied, fully understand and agree to be bound by these Terms & Conditions, including all you obligations
that arise as provided herein;
• All the information you have presented to Holla is accurate, correct and complete;
• You will not authorize other persons to use your account nor transfer or assign it to any other person;
• You will not copy or distribute the Holla App or other Holla content without the prior written permission from Holla;
• You will keep you Holla account accurate and profile information updated at all times;
• You will at all times you fully comply with all laws and regulations applicable in the state you are providing Holla Services,
including (but not limited to) laws regulating passenger Holla Services;
• You fully agree with the Privacy Policy of Holla provided on the Website
• You are obliged to provide your own bank requisites in course of filling the payment details upon registration. In case you are
a legal person, you must insert the bank account of the company.

b) After submitting the sign up application, you will receive an e-mail with additional conditions that must be met in order to provide Holla Services. These conditions may include providing criminal records, valid driving license, satisfying certain technical state of the vehicle, completion of a training course, owning a smart mobile device (android or iOS) and other conditions. The failure to comply with the provided requirements and conditions will result in termination of the Agreement and right to use the Holla App.

c) You agree that in specific cities or countries Holla may assign any of its obligations arising from the Agreement to its Affiliate or representative. This includes, among else, assigning the rights and obligations regarding reviewing documents related to sign up applications, trainings, collection of Holla Fees, forwarding you the fees due, mediating In-App Payment, licensing the Holla App, etc.

d) Registering the account as a Corporate. You are considered to be a Corporate, if the recipient of the fees is marked as a corporate in your payment details (as accessible on the Driver’s Plug-in). In such case the indicated corporate is considered to be the provider of Holla Services and a party to these Terms & Conditions as well as any further documents of the Agreement. Regardless of the above, only the specific natural person indicated in the sign up process may factually provide the Holla Services. Such natural person may use the account of the Driver only if he/she has read and agrees to be bound by these Terms & Conditions and any further documentation that is part of the Agreement.

e) Registering the account as a fleet company. Upon concluding a separate agreement with Holla, a fleet company may itself register accounts to its employees and/or service providers. In such case the fleet company shall be required to ensure that its employees and/or service providers conform to the requirements of these General Terms and any other Agreement and agrees to act in accordance and be bound with its conditions and obligations. The fleet company and its employees and/or service providers shall remain jointly and severally liable for any infringement of the agreement conducted by such employee and/or service provider.

3. THE RIGHT TO USE HOLLA APP AND THE WEBSITE

a) The Holla App. The Holla App allows you to receive requests from the Riders interested in using Holla Services.

b) License to use the Holla App and the Website. Holla hereby grants you, subject to the provisions of the Agreement, a non-exclusive, non-transferable License to use the Holla App and the Website according to the terms referred to herein but a Taxi Fleet Company may sub-license the Holla App to the members of its fleet.

c) In course of using the Holla App and/or the Website you may not: (i) decompile, reverse engineer, or otherwise attempt to obtain the source code of the Holla App and/or the Website; (ii) modify the Holla App or Website in any manner or form; (iii) transmit files that contain viruses, corrupted files, or any other similar Holla App or programs that may damage or adversely affect the operation of another person’s computer, Holla Services, Website, Holla App or hardware, or telecommunications equipment; (iv) attempt to gain unauthorized access to the Holla App, Website or any other Holla Services; (v) In order to use the Holla App and Website you are obliged to pay Holla or its Affiliates the Holla Fee as described in Terms & Conditions; (vi) The License granted herein revokes automatically and simultaneously with termination of the Agreement. After termination of the Agreement you must immediately stop using the Holla App and Holla is entitled to block and delete your account without a prior notice;

d) Driver’s forum and other Website content. Holla may grant you access to Driver’s forum and other content accessible via the Website. You may not publish post, upload, e-mail, distribute, or disseminate any inappropriate, profane, defamatory, misleading, infringing, obscene, indecent, or unlawful content. Holla may restrict your access to the forums or Holla App, if you infringe the aforementioned obligations.

e) Using tags and labels of Holla. Additionally, Holla and/or its Affiliates may give you tags, labels, stickers or other signs that refer to Holla or otherwise indicate that you are using the Holla App. Holla grants you a non-exclusive, non-transferable license to use such signs and only for the purpose of indicating that you are providing Holla Services via using the Holla App. After termination of the Agreement you must immediately remove and discard any signs that refer to Holla or its brand.

f) All copyrights and trademarks related to Holla and her solution partners, including source code, databases, logos and visual designs are owned by Holla and protected by copyright, trademark and/or trade secret laws and international treaty provisions. By using the Holla App, Website or any other Holla Services you do not acquire any rights of ownership to any intellectual property of Holla.

4. PROVIDING THE HOLLA SERVICES

a) Your Obligations. Holla guarantee that you provide Holla Services in accordance with this Agreement (Terms & Conditions) as well as laws and regulations applicable in Nigeria where you are providing Holla Services. Please note that you are fully liable for any violation of any local laws and regulations as may arise from providing Holla Services.

b) You must, among else, have all licenses (including a valid driver’s license), permits, car insurance, minimum of Third Party liability insurance, registrations, certifications and other documentation that are required in the applicable jurisdiction for providing the Holla Services. It is your obligation to maintain the validity of all aforementioned documentation. Holla reserves the right to require you to present evidence and submit for review all the necessary licenses, permits, approvals, authority, registrations and certifications as well as their renewals.

c) You must abide by the traffic regulations at all times. This means, among else, that you may not operate the Holla App while driving and your car must be fully parked while interacting with the Holla App.

d) You must provide the Holla Services in a professional manner in accordance with the business ethics applicable to providing such services and endeavour to perform the Rider’s request in the best interest of the Rider. Among else, you (i) must take the route least costly for the Rider, unless the Rider explicitly requests otherwise; (ii) may not make any unauthorized stops; and (iii) may not have any other passengers in the vehicle other than the Rider and the people accompanying the Rider.

e) You retain the sole right to determine when and for how long you are providing the Holla Services. You shall accept, decline or ignore Rider’s Holla Services requests at your own choosing.

f) Costs you incur while providing the Holla Services. You are obliged to provide and maintain all assets and means that are necessary to perform the Holla Services at your own expense, including a car, smart device, mobile data plan, etc. You are also responsible for paying all costs you incur in the course of performing the Holla Services including, but not limited to, fuel, mobile data plan costs, amortization of the vehicle, insurance, relevant corporate or payroll taxes etc. Please bear in mind that using the Holla App may bring about consummation of large amount of data on your mobile data plan. Thus, we suggest you to subscribe for a data plan with unlimited or very high data usage capacity.

g) The Fares. You are entitled to charge a fare for each instance you have accepted a Rider via the Holla App and completed the Driving Service as requested. The Fare is calculated based on a default base fare, the distance of the specific travel as determined by the GPS-based device and the duration of the specific travel.

h) Holla may adjust your fare for a particular order completed, if we detect a violation (such as taking a longer route or not stopping the fare meter of the Holla App after the Driving Service has been completed) or in case a technical error affecting the final fare is identified. Holla may also reduce or cancel the fare in case we have reasonable cause to suggest a fraud or a complaint by the Rider indicates a violation by you. Holla will only exercise its right to reduce or cancel the fare in a reasonable and justified manner.

i) Rider may pay the fare for the Driving Service either directly to you or via the In-App Payment as described in the Terms & Conditions above. In case the Rider pays the Fare directly, it is your obligation to collect the Fare. In case the Rider fails or refuses to pay, Holla will help you with collecting the Fare due, however Holla has no obligation to compensate the Fare.

j) Riders Receipts. After each successful trip, Holla shall create a receipt consisting of the route, fare, time and other relevant information of a particular ride. You will be able to access the receipt of each ride from Holla Partner/ Driver/ Rider’s Plug-in.

k) Penalties. In case the Rider cancels the request for Holla Services after 4 minutes or does not show up, Holla shall have the right to request a penalty. Holla shall request such penalty only in case of negligent behaviour from the Rider and shall have the full discretion in deciding whether to collect the penalty or not. In case Holla collects the penalty, it will keep Holla Fare and the rest of the penalty collected shall be forwarded to you within 7 (seven) days as of its collection.

l) If, in the course of receiving Driving Service, a Rider or its co-passengers negligently damage your vehicle, you have the right to request the Rider to pay a penalty as may be estimated by you and request compensation for any damages exceeding the penalty. If the Rider does not consent to paying the penalty and/or compensating the damage, you must notify Holla immediately. Any such notification must be presented to Holla within 24 hours and be accompanied with pictures or other sufficient proof of damages. Holla will then try to collect penalty and/or relevant costs on your behalf from the Rider. However, please bear in mind that Holla is not taking any liability for direct or indirect damages caused by Riders. This is a mitigants as all Partners and/or Driver is expected to have an Insurance cover.

m) Your tax obligations. You hereby acknowledge that you are obliged to fully comply with all tax obligations that arise to you from the applicable laws in relation to providing the Holla Services, including (if applicable) (i) acquiring a valid VAT number; (ii) paying income tax, road tax or any other tax applicable; and (iii) fulfilling all tax registration obligations and calculating and remitting all tax liabilities related to your provision of Holla Services as required by the applicable law. Additionally, it is your obligation to provide Holla with all relevant tax information, including your VAT number.

5. HOLLA FEES

a) In order to use the Holla App, you are obliged to pay to Holla a fee. The Holla Fee is paid based on the fare of each Driving Service order you have completed. The amount of the Holla Fee is made available to you via e-mail, Holla App, Driver’s Plugin or other pertinent means. Please acknowledge that the Holla Fee may change from time to time. Holla shall send you a prior notification of each such change.

b) You must pay the Holla Fee and any other fees due to Holla at close of business daily

6. IN-APP PAYMENTS

a) Payments can be done using any of Holla’s In-App Payments processes through approved bank debit cards, Business or mobile payment directly, mPOS, cash or any other procedures put in place. This will be solely for the purpose of collecting, on your behalf, the Fares. You additionally agree that any payments made by the Riders via the In-App Payment shall be considered the same as payments made directly to you.

b) Holla will regularly transfer the amounts collected as In-App Payments, which have been credited to the Holla’s bank account in the preceding week, to your bank account weekly, but in no case later than within two weeks. The Holla Fee shall be deducted from your Fare. If you request a review of the In-App Payment, then Holla may transfer the amounts collected after it has concluded the review.

c) You are entitled to review In-App Payment reports in the Holla Partner/ Driver/ Rider’s Portal. Holla will send weekly In-App Payment & Driver’s account balance to your e-mail. The reports will show the amounts of the In-App Payments brokered in the previous week as well as the withheld amounts of the Holla Fee. The reports will be sent weekly.

d) Kindly note that Holla is not obliged to pay you the Fare due from the Rider if the In-App Payment failed because Rider’s debit card or mobile payment or its unsuccessful transactions for reasons not attributable to Holla. In such case we will help you in requesting the Fare due from the Rider, and shall transmit it to you once the Rider has made the requested payment.

e) Before rendering Holla Services, you must verify that the service is being actually provided to the Rider or that the Rider has expressly confirmed that it allows the passenger to ride under its account. If you make a mistake in identifying the Rider, and the In-app Payment is charged to a person, who has not been provided or has not approved the Holla Services, Holla shall reimburse the Rider for the Fare. In such case you are not entitled to receive the Fare from Holla.

f) You hereby warrant that you understand that In-App Payment does not supersede the requirements established by the laws and regulations, e.g. your obligation to provide the Rider with a receipt printed out on the printer. You must notify Holla of any important circumstances which may affect Holla’s obligations to collect and distribute the Fares paid via In-Cab Payment.

g) Please note that Holla may set off any Fares paid via In-Cab Payment against the Holla Fees that you are obliged to pay to Holla.

7. RIDER SUPPORT
As one of our services, we may provide you Rider support regarding using the Holla App. The Rider support may be provided either by Holla via the website. Please note that Holla has the right to stop providing the Rider support services in case you are in delay with any of your payments to Holla for more than 2 (two) days.

OBLIGATIONS, LIABILITIES AND RISKS OF RIDERS:

a) The Rider certifies that he/she uses the Holla Service for their own freewill/ choice, recognizes and accepts as its responsibility and risk for using the Holla Website thus can accept, refuse and cancel services.

b) The acceptance and denial of the service may occur at first by Partner/Driver, who can accept or deny the service when receiving a notification for a ride. Riders may cancel the contract for any reason. Both recognize that Holla will not be liable for any delays, cancellations, failure to cancel the contract and miscommunication between riders and partner/drivers, nor for any delay or failure in the delivery of services from the partner/driver.

c) The Rider acknowledges and declares that they understand and are aware of all the risks involved in the use of the Website and contracting services, pledging to reasonably take care as expected of someone who chooses a taxi as a means of transportation.

d) The Rider acknowledges and agrees that Holla performs no Partner/Driver selection, simply registering on their website to participate and as such cannot vouch for its suitability, legally, physically or mental health to provide the Services.
The Rider acknowledges that the data provided from the Driver, such as: (i) vehicle model, (ii) plate of the vehicle, (iii) full name, (iv) profile picture, etc., were provided by the Partner/Driver himself. By accepting the Services, the Rider acknowledges that Holla has no involvement in the contractual relationship between driver and rider.

8. RATINGS AND ACTIVITY

a) In order to guarantee high-quality service via the application provided by Holla and provide additional reassurance to our Riders, you hereby acknowledge that the Riders may provide you a rating and leave feedback regarding the quality of the Holla Services that you have provided. Your average rating will be linked to your Holla account and available to Riders when requesting Holla Services. The Rider is obliged to provide the ratings and comments in good faith, and if we, in our discretion, find a particular rating or comment to not be in good faith, we may remove it.

b) In addition to the rating, Holla measures your level of activity and provides you with an activity score, which is based on your activity regarding accepting, declining, not responding and completing Driving Service orders.

c) You hereby acknowledge that in order to provide reliable services to Riders Holla may determine a minimum average rating and a minimum activity score that all Partners and/or Drivers must establish and maintain. If, after notification from Holla, you do not increase your average rating or activity score above the minimum within the prescribed time period, your Holla account will be automatically suspended either for temporarily or permanently. Holla may reverse the suspension of your account if it is merited by any external circumstances or it is detected that the suspension was caused by a system error or false ratings.

9. MARKET OVERVIEWS AND CAMPAIGNS

a) Market overviews. Holla may send you, via the Holla App, SMS, e-mail or other means, market overviews, in order to increase your awareness regarding when the demand by the Rider is highest. As the market overview estimations are based on previous statistics, Holla cannot give any guarantees that the actual market situation will correspond to the estimations provided in the market overview.

b) Campaigns promising minimum income. Holla may also provide campaigns, whereby Holla will guarantee a minimum income if you provide Holla Services within a specified timeframe and shall compensate the gap, if you do not reach such minimum. The specific requirements and conditions will be sent from Holla via the Holla App, SMS, e-mail or other means. Holla has full discretion in deciding if, when and to which Drivers it enables such campaigns. If Holla has reasonable cause to suspect any fraudulent activity by you, it may withhold your Fare until the suspicion of fraud has been cleared.

c) Campaigns for Riders. Holla may also occasionally arrange various campaigns to Riders in order to market the Holla applications, whereby the Fare paid by the Rider is reduced. In such case Holla will notify you about specific campaign terms and in most cases shall pay you compensation, amounting to the monetary value of the benefit offered to the Rider (i.e. difference between the amount that the you should have received and actually receive due to the marketing campaign). Such compensation shall be paid you concurrently with payment of the Fares. Holla may set off the marketing compensation against the Holla Fee.

10. RELATIONSHIP BETWEEN YOU, HOLLA AND THE RIDERS

a) You hereby acknowledge and agree that Holla is merely a provider of the Holla App and its supporting services and do not provide Holla Services. By providing the Holla App, Holla act as facilitators of driving service between you and Rider. Holla may also act as your commercial agent by collecting and forwarding the payments made by Riders for the Holla Services via the In-Cab Payment.

b) You hereby acknowledge that by providing Holla Services to the Riders, you and the Rider are bound by a service contract, to which Holla is not a party.

c) Holla do not control or direct your provision of Holla Services. You have the sole right to decide when and for how long to utilize the Holla App and whether to accept the Rider’s request received via the Holla App. You acknowledge and agree that you have complete discretion to provide services or otherwise engage in other business or employment activities.

d) You and Holla hereby expressly agree that the relationship between the parties is not an employment agreement, nor does it create an employment relationship between you and Holla. The parties also agree that no joint venture or partnership exists between you and Holla. You may not act as an employee, agent or representative of Holla nor bind them to any contract.

e) If due to the implication of mandatory laws or otherwise, you are deemed as an employee of Holla, you hereby agree to indemnify, defend and hold Holla harmless from and against any claims by any person, entity, regulator or governmental authority based on such implied employment relationship.

11. PROCESSING OF PERSONAL DATA

a) Holla collects your personal data such as name, address, telephone number, e-mail address, vehicle information, license plate number and locations based information in order to enable the intended functioning of the Holla App and provide you and our Riders Holla Services. We may also request you to provide your driver’s license and criminal or other necessary records, in order to identify whether you have qualifications for pursuing this professional activity and safeguarding the contractual relations associated with the Holla Services. We disclose your personal data to Affiliates and other third parties only for the purposes of providing Holla Services.

b) You may at all times request to see, update or remove your personal data. However, please note that if you request to remove your personal data, Holla may have to terminate your right to provide Holla Services. After you delete your Holla account, Holla shall delete your personal data, but not before three (3) months has passed as of deleting your account. Certain personal data may be kept for a longer period of time, if so required by the applicable law.

c) In order to provide Holla Services, we collect your geo-location information while you are using the Holla App. This means that we monitor and track your geo-location and may share your current location via the Holla application to the Riders in order to provide them the Holla Services. Additionally we will provide Riders your name, vehicle information and license plate number for your identification and safety reasons. If you would like your geo-location data and other aforementioned information not to be available to Riders, you must close the Holla App or indicate in the Holla App that you are currently not looking to provide Holla Services.

d) You may not process the personal data of the Riders without the permission of Holla. You may not contact any Rider or collect, record, store; grant access, use or cross-use the personal data provided by the Riders or accessible to you via the Holla App for any reason other than for the purposes of fulfilling the Driving Service request.

12. LIABILITY

a) To the maximum extent permitted under the applicable law, Holla and/or any, representatives, directors and employees are not liable for any loss or damage that you may incur under or in connection with the Agreement or as a result of using the Holla App, including but not limited to:

1. Direct/ Indirect property damage or monetary loss of any form;
2. Profit or anticipated savings losses;
3. Business, contracts, contacts, goodwill, reputation and any loss that may arise from interruption of the business;
4. Loss of data and any other type of loss or damage.

b) For avoidance of doubt Holla does not guarantee the submission of requests by the Riders and can in no way be considered as a person acting on behalf or in the name of the Rider. Holla will strive to remove unwelcomed users of the Holla App.

c) Note that you are fully liable for breach of the Agreement and/or any other applicable laws or regulations and must stop and remedy such breach immediately after receipt of a respective demand from Holla.

d) You are fully liable and shall indemnify Holla for any direct and/or indirect loss and/or damage, loss of profits, expense, penalty, fine that Holla and/or any of its representatives may occur in connection with your breach of the Agreement and/or claim by a third party (including the Rider) directly or indirectly related to provision of Holla Services. Should any of the Riders present any claims against Holla in connection with your provision of Holla Services, then you shall compensate such damage to Holla in full within 7 (seven) days as of your receipt of the respective request from Holla.

e) You are obliged to comply with all tax obligations you may incur in relation to fulfilling your obligations arising from the Agreement or providing Holla Services. You shall indemnify Holla from all tax liabilities, duties, levies, claims and penalties that it incurs as a result of your failure to comply with your tax obligations.

f) In case Holla is entitled to present any claims against you, then you shall compensate Holla any legal costs related to evaluation of the damages and submission of claims relating to compensation for such damage.

13. TERM AND TERMINATION

a) You may terminate the Agreement at any time by notifying Holla at least seven (7) days in advance, after which the right to use the Holla App and Holla Services shall terminate. The Agreement will also terminate upon the deletion of your Holla account.

b) The conditions expressly specified in these Terms & Conditions shall enter into force as of submitting the signup application located on the Website/ App Store. Each other document that is part of the Agreement shall enter into force once the specific document has been made available to you and you commence or continue providing the Holla Services, unless prescribed otherwise in the Agreement.

c) Holla may terminate the Agreement at any time and for any reason at the sole discretion of Holla by notifying you at least Three (3) days in advance.

d) Holla is entitled to immediately terminate the Agreement and block your access to Holla App without giving any advance notice in case you breach the Agreement, any applicable laws or regulations, disparage Holla, or cause harm to Hollas’ brand, reputation or business as determined by Holla in its sole discretion. In the aforementioned cases Holla may, at its own discretion, prohibit you from registering a new account or take other necessary steps to stop you from providing Holla Services.

e) Holla may also immediately block your access to the Holla App and other Services for the period of investigation, if we suspect an infringement of the Agreement or fraudulent activity from your behalf. The block of access will be removed once the investigation disproves such suspicions. Holla shall only use the right described herein in good faith.

f) Holla is aiming to provide the highest quality service to all Riders and is monitoring the activity of Drivers in its system. If you fail to meet the minimal service requirements, such as the obligation to possess a certain minimal rating and activity score, Holla is entitled to immediately terminate the Agreement without giving any advance notice.

14. AMENDMENTS & ASSIGNMENTS

a) Holla has the sole right to make changes to any of the documents part of the Agreement. Any changes to the Agreement shall enter into force after they have been made available to you via e-mail, Holla App or Driver’s Plugin and you have continued to provide Holla Services, unless prescribed otherwise in the Agreement.

b) Neither party may assign, transfer, pledge or encumber this Agreement or any of its rights and obligations hereunder, in whole or in part, whether through transfer of shares or assets, transfer of business, merger or any other way, to any third party without prior written consent of the other party.

c) Neither party shall be immune from its obligations under this Agreement even if either party, with a prior written consent of the other party as provided in the preceding paragraph, assigns, transfers, pledges or encumbers this Agreement or its rights and obligations hereunder, in whole or in part, to any third party.

15. APPLICABLE LAW AND COURT JURISDICTION
This Agreement shall be construed and governed by the laws of Lagos State and Federal Republic of Nigeria. In the event any dispute arises in connection with this agreement between both parties and is to be resolved through court proceedings, the parties consent to exclusive jurisdiction and venue a Nigerian Court.

16. CONTACT INFORMATION
You are obligated to immediately notify Holla of any changes of your contact information and guarantee to keep the contact information accurate and up to date. The contact information of Holla is available at the Website.

17. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and may be modified only with a prior written consent of both parties, and supersedes all previous agreements between the parties regarding the subject matters hereof made and entered into prior to the Effective Date of this Agreement.
None of the right under any provisions of this Agreement shall be considered to have been waived by any act or acquiescence on the part of each party, its representative or Employees without a written certificate signed by an authorized representative of either party. Even if any of the rights under any provision hereof is duly waived, such waiver shall not constitute any further waiver of any other rights under any provision hereof.